In the

United States Court of Appeals

For the Seventh Circuit ____________________

No. 14-1730

PAUL J. RENARD,

Petitioner-Appellant,

v.

AMERIPRISE FINANCIAL SERVICES, INC.,

Respondent-Appellee.

____________________

Appeal from the United States District Court for the

Eastern District of Wisconsin.

No. 13-CV-555-JPS — J.P. Stadtmueller, Judge.

____________________

ARGUED SEPTEMBER 22, 2014 — DECIDED JANUARY 30, 2015

____________________

Before WOOD, Chief Judge, and EASTERBROOK and SYKES,

Circuit Judges.

WOOD, Chief Judge. At the time Ameriprise Financial Services fired Paul J. Renard, one of its financial advisers,

Ameriprise took the position that Renard owed it money. 

Renard did not agree, and so Ameriprise initiated arbitration 

to resolve the issue. At the arbitration, Renard denied that he 

had any debts to Ameriprise and filed several counterclaims
2 No. 14-1730

against the firm. The arbitrators rejected Renard’s counterclaims and awarded Ameriprise most of what it sought.

Renard did not accept the panel’s decision; instead, he 

filed suit in state court to vacate the award. Ameriprise removed the action to the federal district court and asked the 

court to confirm the award. The court obliged, and added an 

order requiring Renard to pay additional interest. Renard 

has now appealed, arguing that Ameriprise’s counsel procured the arbitral award through fraud and that the arbitrators acted in manifest disregard of both the Wisconsin Fair 

Dealership Law (WFDL) and Minnesota tort law. His showing, however, falls far short of the high standard needed to 

upset the outcome of an arbitral proceeding, and so we affirm the district court’s judgment. 

I

Ameriprise is a member of the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization that 

oversees brokerage firms and exchange markets. On August 

6, 2009, Ameriprise and Renard entered into a franchise 

agreement under which Renard became a financial adviser 

affiliated with Ameriprise. Minnesota law governs the 

agreement, with the exception of “all issues relating to arbitrability,” which are “governed by the terms set forth in [the] 

agreement, and to the extent not inconsistent with this 

agreement, by the rules of arbitration of FINRA.” Franchise 

Agr. § 26.A. The agreement to arbitrate states that it “is governed by and enforceable under the terms of the Federal Arbitration Act.” Id. at § 27.H.

On May 11, 2011, after receiving a customer complaint 

that Renard had solicited exchange-traded fund (ETF) trans-
No. 14-1730 3

actions in contravention of Ameriprise policy, Ameriprise

placed Renard under special regulatory supervision. On

June 22, 2011, Ameriprise issued a Notice of Termination to 

Renard. The Notice detailed several reasons for his dismissal: Renard allegedly solicited inverse and leveraged ETF

transactions, marked solicited orders as unsolicited, used

unapproved sales literature and an external email system, 

and failed to update certain forms. The Notice asserted that 

Renard had breached the franchise agreement by engaging 

in these actions and that Ameriprise was thus entitled to 

terminate the agreement.

While Renard was affiliated with Ameriprise, Ameriprise 

had loaned him money to build his practice. In exchange for 

the loans, Renard had executed four promissory notes, 

which required Renard to pay the full amount immediately 

if Renard’s affiliation with Ameriprise ever ended.

Ameriprise’s termination of its relationship with Renard 

thus caused the unpaid balances on the promissory notes, 

totaling approximately $530,000, to become due. After Renard failed to make immediate payments on the notes, 

Ameriprise initiated arbitration under the auspices of 

FINRA, as specified by the franchise agreement’s arbitration 

clause. See Franchise Agr. § 27.A.

A panel of three arbitrators held an evidentiary hearing 

in Milwaukee, Wisconsin. Renard argued that he did not 

have to pay the notes because Ameriprise had breached the 

franchise agreement and violated the WFDL, Wis. Stat. Ann.

§ 135.01 et seq. Renard also counterclaimed for violations of 

the WFDL, interference with contractual relations, interference with prospective advantage, conversion, misrepresentation, and breach of contract. The panel dismissed Renard’s 
4 No. 14-1730

counterclaims and awarded $448,200 in compensatory damages to Ameriprise. This amount was approximately 

$100,000 less than Ameriprise had sought. The panel did not 

explain its decision.

Unhappy with that outcome, Renard filed a petition in 

Wisconsin state court to vacate the arbitral award under 

Wis. Stat. Ann. § 788.10 and for judgment notwithstanding 

the award under Wis. Stat. Ann. § 805.14(5)(b). Ameriprise 

removed the case to federal court based on diversity jurisdiction, as Ameriprise is a Delaware corporation with its principal place of business in Minnesota, Renard is a Wisconsin 

citizen, and the amount in controversy exceeds $75,000. See 

28 U.S.C. § 1332. Ameriprise filed a motion to confirm the 

award in the district court. Renard petitioned to vacate or 

modify the award, alleging 1) that the arbitrators exceeded 

their powers by manifestly disregarding the WFDL and 

Minnesota law, 2) that the award was procured by fraud, 

and 3) that the arbitration panel should have kept the record 

open longer. (Renard has dropped this last contention on 

appeal.) The district court denied Renard’s petition, confirmed the award, and ordered Renard to pay post-judgment 

interest in the amount of $16,909.56. Renard now appeals.

II

In examining a district court’s confirmation of an arbitral

award, we review questions of law de novo and the district 

court’s findings of fact for clear error. Publicis Commc'n v. 

True N. Commc'ns, Inc., 206 F.3d 725, 728 (7th Cir. 2000). Renard alleges two principal bases for vacatur: that the award 

was procured by fraud and that the arbitrators manifestly 

disregarded the law. Neither argument can carry the day for 

him. 
No. 14-1730 5

The district court was correct to review the award under 

the Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq., rather 

than under the Wisconsin Arbitration Act (WAA), Wis. Stat. 

Ann. § 788.01 et seq. As we noted, the franchise agreement 

generally is governed by Minnesota law, but it specifically 

removes arbitration from this blanket statement. See Franchise Agr. § 26.A. In a section entitled “Arbitration,” the 

agreement states that the arbitration clause “is governed by 

and enforceable under the terms of the Federal Arbitration 

Act.” Id. at § 27.H. As we will see, Renard has no way 

around this language. 

Renard first argues that applying the FAA instead of the 

WAA would circumvent the WFDL (and Wisconsin’s public 

policy as expressed by that law) because the FAA has a more 

stringent standard for what constitutes “manifest disregard 

of the law.” The WFDL governs relations between dealers 

and dealership grantors in Wisconsin, providing, among 

other things, limitations on grantors’ ability to terminate or 

modify dealership agreements. The WFDL does not, however, prescribe the details of any possible arbitration agreements between dealers and grantors; in fact, it does not mention the WAA at all. Moreover, there is no reason to think 

that review under the FAA will systematically circumvent 

the WFDL more than review under the WAA. Finally, even 

if there were reason to think that (and there is not), a long 

line of cases shows that the FAA preempts inconsistent state 

law. See, e.g., AT&T Mobility LLC v. Concepcion, 131 S. Ct. 

1740, 1753 (2011) (FAA preempts California common law 

rule regarding the unconscionability of class arbitration 

waivers in consumer contracts); Preston v. Ferrer, 552 U.S. 

346, 359 (2008) (“When parties agree to arbitrate all questions arising under a contract, the FAA supersedes state laws 
6 No. 14-1730

lodging primary jurisdiction in another forum.”); Oblix, Inc. 

v. Winiecki, 374 F.3d 488, 492 (7th Cir. 2004) (“If a state treats 

arbitration differently, and imposes on form arbitration 

clauses more or different requirements from those imposed 

on other clauses, then its approach is preempted by § 2 of the 

Federal Arbitration Act.”).

Renard alleges in the alternative that the parties chose 

Wisconsin law to govern the arbitration, despite the plain

language identifying the FAA as the governing law. He suggests that the parties’ choice to arbitrate in Wisconsin

demonstrates that they also selected the WAA. But the place 

of arbitration has no necessary connection to the rules that 

will govern the proceeding. This is especially true if the parties have expressly elected an arbitral regime, as these parties did in adopting the FAA. If we were to accept Renard’s 

argument, the FAA would never govern an arbitration held 

in a state that had its own arbitration statute, even if the parties expressly selected the FAA in their agreement to arbitrate. Renard also points to an addendum to the franchise 

agreement that states that “the Wisconsin Fair Dealership 

Law, to the extent applicable, supersedes any provisions in 

the Franchise Agreement that are inconsistent with that 

Law.” But again, the WFDL does not require a particular legal framework for arbitral proceedings between dealers and 

grantors. The WFDL thus does not “supersede” the agreement’s provision selecting the FAA.

Finally, Renard claims that Erie R.R. Co. v. Tompkins, 304 

U.S. 64 (1938), required the district court to apply state law 

(the WAA) rather than federal law (the FAA) to this agreement. Unfortunately for him, the Supreme Court has firmly 

rejected this argument. See Prima Paint Corp. v. Flood & 
No. 14-1730 7

Conklin Mfg. Co., 388 U.S. 395, 405 (1967); see also Southland 

Corp. v. Keating, 465 U.S. 1, 23 (1984) (noting that Prima Paint 

“held that the FAA may constitutionally be applied to proceedings in a federal diversity court”). The district court was 

therefore correct to analyze the award under the FAA. We 

now move on to Renard’s substantive arguments.

Manifest Disregard of the Law

Federal court review of arbitral awards is limited. See 

Nat'l Wrecking Co. v. Local 731, Int'l Bhd. of Teamsters, 990 

F.2d 957, 960 (7th Cir. 1993) (“Arbitrators do not act as junior 

varsity trial courts where subsequent appellate review is 

readily available to the losing party.”). An arbitral award 

cannot be vacated pursuant to the FAA merely because the 

petitioner “show[s] that the panel committed an error—or 

even a serious error.” Stolt-Nielsen S.A. v. AnimalFeeds Int'l 

Corp., 559 U.S. 662, 671 (2010). It may be set aside only if one 

of the criteria specified in 9 U.S.C. § 10 is present—as relevant here, only if “the arbitrator deliberately disregards 

what he knows to be the law.” Eljer Mfg., Inc. v. Kowin Dev. 

Corp., 14 F.3d 1250, 1254 (7th Cir. 1994); see George Watts & 

Son, Inc. v. Tiffany and Co., 248 F.3d 577, 579–81 (7th Cir. 

2001) (explaining that “manifest disregard of the law” exists 

only if the arbitrator directs the parties to violate the law).

Simple mistake of law is not enough. Thus, even if these arbitrators erred in their application of Minnesota law or the 

WFDL, such an error falls short of a manifest disregard of 

the law.

Renard’s argument before the arbitrators was simple. As 

we noted above, an addendum to the franchise agreement 

states that the WFDL, “to the extent applicable, supersedes 
8 No. 14-1730

any provisions in the Franchise Agreement that are inconsistent with that Law.” The WFDL requires the grantor, 

Ameriprise, to give the dealer, Renard, written notice 90 

days prior to the termination of a franchise agreement and 

60 days to cure the deficiency at the root of the termination.

See WIS. STAT. ANN. § 135.04. It is undisputed that 

Ameriprise did not comply with this provision; Ameriprise

fired Renard with no notice or chance to cure. Renard maintained that Ameriprise’s actions thus violated the WFDL 

and, therefore, the franchise agreement. He also accused 

Ameriprise of tortious interference with business relations 

and conversion because Ameriprise notified Renard’s clients 

that it was placing them with a different financial advisor,

and it forced Renard to transfer incoming calls to that advisor. These claims stem directly from the alleged WFDL violations; Renard concedes that these allegations necessarily fail 

if Ameriprise did not wrongfully terminate his contract.

Ameriprise argued in response that federal securities 

laws preempt the WFDL’s notice and cure provisions. It contended that Renard had violated Securities and Exchange 

Commission Rule 17a-3, which requires accurate bookkeeping, and Rule 10b-5, which prohibits fraud in connection 

with the purchase or sale of securities. See 17 C.F.R. 

§ 240.17a-3; 17 C.F.R. § 240.10b-5. Ameriprise then asserted

that it was exposed to liability for these violations because 

Renard was formally associated with the company. See 15 

U.S.C. § 78u-1(a)(3), (b)(1)(B). Since giving Renard 90 days’ 

notice and a chance to cure, instead of immediately dismissing him, would leave Ameriprise vulnerable to federal liability, Ameriprise claimed, these federal laws and regulations 

preempted the relevant WFDL provisions and allowed it to 

fire Renard immediately.
No. 14-1730 9

Renard brushes these concerns aside and contends that 

the arbitrators exceeded their power by failing to apply the 

WFDL to these facts. Given the clear noncompliance with the 

WFDL’s notice and cure provisions, Renard assumes that the 

panel must have agreed with Ameriprise that federal securities laws preempt his WFDL claims. Perhaps this is the best 

reading of the tea leaves. And perhaps Renard is right that 

this was an incorrect application of the law. But even he concedes that the arbitrators analyzed the WFDL, and that is

enough to doom his claim in federal court. It is not manifest 

disregard of a law to consider that law and its relation to

other laws and then conclude that the law does not apply in 

the specific factual situation at issue. This conclusion is 

straightforward here, given the fact that Ameriprise presented its preemption argument to the arbitrators. They did 

what the parties contracted for: they resolved the issue on 

the basis of the laws and arguments presented to them.

Renard’s assertion that the panel manifestly disregarded 

Minnesota law with respect to his intentional tort claims fails 

for essentially the same reason. If the panel could have 

found that the WFDL was preempted (and thus that 

Ameriprise’s termination of Renard was legal), then it also 

could have concluded that Ameriprise did not commit these 

torts. Under Minnesota law, both tortious interference with 

business relations and conversion require the defendant to 

act without justification. See, e.g., Christensen v. Milbank Ins. 

Co., 658 N.W.2d 580, 585 (Minn. 2003) (conversion); Harbor 

Broad., Inc. v. Boundary Waters Broadcasters, Inc., 636 N.W.2d 

560, 569 (Minn. Ct. App. 2001) (tortious interference with 

business relations). The actions of which Renard complains—including transferring clients and forwarding calls—

were taken in connection with his departure. If Ameriprise
10 No. 14-1730

was justified in terminating its relationship with Renard, the 

intentional tort claims fall away. As we noted, Ameriprise

presented the panel with a basis for finding that the termination was justified. It is possible, or maybe likely, that the 

panel determined that federal securities laws preempt the 

WFDL such that Ameriprise’s dismissal of Renard was justified. This finding would compel a conclusion that the actions 

Ameriprise took were legal.

Because the panel did not issue a written opinion, we do

not know how it reached its conclusions. But nothing suggests that it strayed so far that the “manifest disregard”

standard has been triggered. Ameriprise suggests alternative 

interpretative paths to explain the panel’s decision aside 

from its preemption argument: perhaps the panel found that 

Ameriprise did violate the WFDL but that Renard did not 

prove damages, or maybe Renard failed to state a conversion 

claim because client lists are not “property” for purposes of 

this tort. All this goes to show that we should not secondguess the arbitrators’ decision based on speculation when it 

is possible for the panel to have reached the decision it did 

based on the evidence presented to it. We therefore find that 

the panel did not act in manifest disregard of either the 

WFDL or Minnesota tort law.

Fraud

Renard also accuses Ameriprise of procuring the arbitral

award by fraud. See 9 U.S.C. § 10(a)(1) (permitting courts to 

vacate arbitral awards that were procured through fraud).

For a court to vacate, the fraud must be “(1) not discoverable 

upon the exercise of due diligence prior to the arbitration; (2) 

materially related to an issue in the arbitration; and (3) established by clear and convincing evidence.” Gingiss Int'l, Inc. v. 
No. 14-1730 11

Bormet, 58 F.3d 328, 333 (7th Cir. 1995) (citing A.G. Edwards & 

Sons, Inc. v. McCollough, 967 F.2d 1401, 1404 (9th Cir. 1992)). 

Renard cannot prevail, however, because Ameriprise’s conduct did not constitute fraud in any sense of that term. 

Renard first complains about certain remarks of 

Ameriprise’s counsel in closing arguments. Counsel stated

that Renard had committed fraud and violated federal securities laws, even though Renard had not been convicted of 

any such violations. But closing arguments are not evidence, 

and attorneys are permitted to make arguments based on 

reasonable inferences from evidence that was presented. See 

United States v. Vargas, 583 F.2d 380, 385 (7th Cir. 1978). Although Renard had not been convicted of fraud or related 

legal infractions, he responded “Correct” when asked if he 

lied on forms regarding the solicitation of ETFs and “Correct” when later questioned as to whether he “broke the 

rules” in doing so. That Renard had broken the law was a 

reasonable inference from this and similar testimony heard 

throughout the evidentiary hearing. Counsel’s remarks thus 

did not misrepresent the record, much less amount to fraud.

Renard next points to Ameriprise’s counsel’s use—again 

in closing arguments—of two cases to support the contention that federal securities laws preempt the WFDL. When 

counsel brought up Moody v. Amoco Oil Co., 734 F.2d 1200 

(7th Cir. 1984), he stated that the case was “specifically on 

point” and that “[a]ny right to cure to prevent termination 

provided by the Wisconsin Fair Dealership Law has been 

preempted by this federal law—and it’s a different issue, but 

it’s saying that the Wisconsin Fair Dealership Act was absolutely preempted by federal law.” In discussing Bantum v. 

Am. Stock Exch., LLC, 7 A.D.3d 551 (N.Y. App. Div. 2004)
12 No. 14-1730

(Second Dep’t), counsel said that the case stood for the 

proposition that Congress, when it enacted federal securities 

laws, “intended to preempt state interference with selfregulatory organizations” such as the American Stock Exchange and FINRA.

Renard argues that counsel should not have used these 

cases—or at least should have been more clear about their 

specific holdings—because they did not actually hold that 

federal securities laws preempt the WFDL. Instead, Moody

held that a different federal law preempts the WFDL, and 

Bantum found that federal securities laws preempt a different state statute. Attorneys are not prohibited from analogizing cases to the facts before them, however, nor from drawing inferences from existing case law. In fact, doing so is an 

essential component of an attorney’s job. Ameriprise’s counsel did not misrepresent Moody or Bantum. Although he did 

not spell out the differences between those cases and the 

present situation, he was making an argument from analogy 

and thus was not engaging in fraud. Renard also points to 

Lucarelli v. New York Mercantile Exch., 24 A.D.3d 117 (N.Y. 

App. Div. 2005) (First Dep’t), a later New York case that 

found that federal law did not preempt the New York Human Rights Laws, as Bantum had held. But the fact that a different New York appellate court came to a contradictory

conclusion does not make Bantum bad law.

In short, the closing arguments made by counsel for 

Ameriprise were well within the bounds of permissible actions before an arbitral panel. This is not what the FAA 

means when it lists “fraud” as a ground for setting aside an 

award. 

Remaining Arguments
No. 14-1730 13

Renard’s other arguments have even less merit. He asserts that the panel lacked an evidentiary basis from which 

to find that Ameriprise fired him because he violated federal 

securities laws. He points to the Form U-5 that Ameriprise 

filed averring that Renard had not been under internal investigation for violations of securities laws and regulations 

at the time of his termination. This form, however, is not in 

the record. And even if we could consider it, Renard’s argument is unavailing, because Ameriprise indicated in the 

same form that Renard had been discharged after allegations 

that he had violated the securities laws. Moreover, Renard

admitted during the evidentiary hearing that he lied about 

soliciting ETFs. Even if the evidence was thin, it was presented to the arbitral panel and could have formed the basis 

of the panel’s decision.

Finally, Renard claims that the panel’s decision is inconsistent with § 17.B of the franchise agreement, which states: 

Immediate Termination with Cause ... In the 

event Ameriprise Financial believes any law 

may prohibit the immediate termination of this 

Agreement, Ameriprise Financial may immediately suspend Independent Advisor, who 

shall remain suspended until such time as 

Ameriprise Financial either terminates this 

Agreement or ends the suspension. 

Renard’s argument makes little sense. This section merely 

provides that Ameriprise may suspend—rather than fire—

Renard if it believes any law prohibits immediate dismissal.

Ameriprise did not believe that a law prohibited immediate 

action, and so it did not suspend Renard. This is consistent 

with the panel’s apparent conclusion that federal securities 
14 No. 14-1730

laws preempt the WFDL and Ameriprise was thus within its 

rights immediately to discharge Renard.

III

The district court was correct to confirm the award. We 

cannot substitute our interpretation of the law for that of the 

arbitrators, and we are satisfied that the panel reached a result on the basis of the law and evidence presented to it.

Moreover, Ameriprise’s counsel did not act fraudulently 

when he stated that Renard violated federal securities laws 

and made references to cases suggesting that those laws 

could preempt the WFDL. We therefore AFFIRM the judgment of the district court.